Private placement volume remains flat; NCT Group raises $15.98 million

By Sheri Kasprzak

Atlanta, Feb. 15 - Private placement volume held steady Tuesday despite higher stocks.

"I can't really say there's anything in particular," said one sell-side source, when asked what is keeping volume lower. "I wouldn't say volume is low, necessarily, but it certainly hasn't moved much over the past couple of days."

The Dow Jones Industrial Average gained 44.79 Tuesday to end at 10,835.79; the Nasdaq composite index closed up 7.41 at 2,090.32 and S&P 500 ended the day up 3.81 at 1,209.95.

Private placement action was led Tuesday by Canadian minerals and metals companies, which benefited from strong gold stocks.

"Gold has been performing well this week, so that's why you're seeing a lot of gold companies issuing deals," said one Canadian market source.

The metals companies that announced deals Tuesday included Crosshair Exploration and Mining Corp., PolyMet Mining Corp., Soho Resources Corp. and SKN Resources Ltd.

SKN even upsized a previously announced C$750,000 offering to C$2.25 million because of improved market conditions.

Leading private placement action in the United States was news that NCT Group Inc. closed the private placement of a convertible note for $15,986,793.

The company sold the note to one accredited investor. The note matures Aug. 9, 2005 and pays interest at 8% annually until maturity and 13% annually in the event of a default.

The notes are convertible into a total of 910,377,432 common shares at $0.018 each.

The company will use the proceeds from the note to pay off the default on two notes from Aug. 2, 2004. The principal of the current note will roll over for a total of $13,987,645.08 plus a default penalty of 10% and accrued interest.

The investor also received warrants for 270 million shares at $0.018 each for five years.

Based in Westport, Conn., NCT develops products to reduce noise for companies in the media and entertainment industries.

On Tuesday, NCT's stock closed down $0.0001 at $0.0184.

Azure plans £5.25 million deal

Azure Dynamics Corp. has arranged a private placement for £5.25 million.

The company plans to sell 12,805,000 shares at 41p each.

The offering is conditional upon the shares involved in the transaction being admitted to the London Stock Exchange's AIM Exchange by Feb. 28.

Numis Securities Ltd. is the placement agent in the deal.

"I am delighted by the investor response to our £5 million financing," said Azure's chief executive officer D. Campbell Deacon in a statement. "The additional capital will allow Azure to capitalize on opportunities including those becoming available as a result of our recent acquisition of Solectria. The financing strengthens Azure Dynamics financial base, which together with its order book, allows the company to focus on bringing its products to market and expanding sales in the U.K., Europe and North America."

Based in Toronto, Azure develops and produces hybrid electric and electric commercial and military vehicles and systems. The proceeds from the private placement will be used for working capital.

The company's stock closed up 0.25p at 43.25p on Tuesday.

PolyMet's C$4.95 million deal

PolyMet Mining Corp. said it will head to the private placement market with a C$4.95 million in a private placement.

The company will sell 9 million units at C$0.55 each. The units include one share and one half-share warrant.

The whole warrants allow for an additional share at C$0.70 each for two years.

One market source said the offering was priced well because the sector has been strong.

"As I mentioned, gold stocks have been really strong and so it's no surprise that this deal is priced well," said the source.

Even so, PolyMet's stock ended the day down C$0.01 Tuesday to close at C$0.60.

Based in Vancouver, B.C., PolyMet is a metals production company. It plans to use the proceeds for a winter drill program, the engagement of contracts for an environmental impact statement, and the commencement of process test work and process engineering matters for a feasibility study on its NorthMet project. The proceeds from the warrants will be used for working capital.

Soho to raise C$1 million

Soho Resources Corp. announced its plans to raise up to C$1 million in a private placement.

The offering includes up to 2 million units at C$0.50 each. The units are comprised of one share and one half-share warrant.

The whole warrants provide for an additional share at C$0.60 each for two years.

Haywood Securities Inc. is the placement agent and has an over-allotment option for up to 1 million units.

"This financing is another important step in our plan to advance our Tahuehueto project in Durango, Mexico," said Soho's president and chief executive officer Ralph Shearing, in a statement. "The funding will allow us to rapidly advance our project with the addition of a diamond drill coring rig to complement and expand our current drill program."

Based in Vancouver, B.C., Soho is a gold and precious metals mining and exploration company. The proceeds from the private placement will be used for the development of the company's Tahuehueto Poly-Metallic project in Mexico and for working capital.

The company's stock closed down C$0.03 at C$0.52 on Tuesday.

Tiger Telematics makes gains

Tiger Telematics Inc.'s stock jumped Tuesday after announcing the closing of its $19.5 million private placement.

On Tuesday, the company's stock closed up $0.30 at $29.30. The company's stock dove $0.25 to close at $29 Monday. When the deal closed, on Feb. 11, the company's stock gained $1 to close at $28.80.

The company sold shares at prices ranging from $15 each to $25 each, as its stock rose.

Tiger Telematics, based in Jacksonville, Fla., designs, develops and markets mobile telematic systems.

Valkyries' stock drops

A day after announcing its plans to raise C$18 million in a private placement, Valkyries Petroleum Corp.'s stock took a dip.

On Tuesday, the company's stock ended down C$0.05 at C$3.25. The company's stock closed up C$0.01 at C$3.30.

Valkyries will sell shares at C$3 each.

Based in Vancouver, B.C., Valkyries is an oil and gas exploration and production company.

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